Minimum Advertised Price Policy (MAP)

Chums, Inc. (“Chums”) has determined that its interests are best served through the adoption of a minimum advertised price (“MAP”) policy. This MAP policy is designed to (1) protect reseller margins so that desirable pre-sales and post-sales services and infrastructure can be provided by our channel partners (2) support the Chums brand as a premium offering; and (3) avoid destructive intra-brand channel conflict. Chums is committed to enforcing policies which allow our resellers to maintain appropriate profit margins through the sale of our products. Chums has established a Minimum Advertised Price Policy that an Authorized Reseller must follow for the advertising and marketing of Chums products. All Chums Authorized Resellers must agree to the terms and conditions of the following MAP Policy.

This policy has been unilaterally adopted by Chums and will be uniformly enforced.

Policy Coverage.

This MAP policy covers all Chums Offline and Online resellers located in the United States. Although resellers remain free to establish their own resale prices, Chums will, without assuming any liability, unilaterally take actions and impose consequences as described in this policy against resellers who advertise applicable Chums products at prices below full MSRP. Chums will not discuss any conditions of acceptance related to this MAP policy, as it is non-negotiable, and will not be altered for any reseller. Chums neither solicits, nor will it accept, any assurance of compliance with this MAP policy. Nothing in this MAP policy or in any other contract or agreement with Chums shall constitute an agreement between Chums and reseller that the reseller will comply with this MAP policy.

MAP applies only to minimum advertised prices and does not apply to the price at which the products are sold, or to advertised prices higher than the unilateral minimum resale prices established by Chums from time to time. Chums may permit resellers to advertise MAP products at prices lower than the MAP price at specified times. In such events, Chums reserves the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.

Minimum Advertised Price.

The current listing of products and applicable MAP prices are published on Chums’s website on the Price List page. The products and MAP may be changed from time to time in Chums’s sole discretion. Chums resellers are responsible for remaining current with MAP policy, products and pricing. Chums products not specifically identified in this policy are not subject to the MAP policy. Each advertisement below the MAP will constitute a violation of this MAP policy.

The MAP policy applies to all advertisements of specific Chums products in and all media including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio and public signage.

Where Chums products are bundled with or sold as part of a package that includes other products (whether or not manufactured by Chums), it shall be a violation of this MAP Policy to sell or advertise the bundle (or package) at a price that: (a) is lower than the total Minimum Advertised Price of the Chums product or (b) violates the letter or spirit of the MAP Policy. It shall be a violation of this MAP Policy if products are bundled with or sold as part of a package that includes products not pre-approved by Chums.

Policy Violations.

In the event a reseller violates the Chums MAP policy, sanctions will be unilaterally imposed by Chums. Violations of MAP policy shall be determined by Chums in its sole discretion.

In addition to the above, failure to adhere to the MAP policy will be a factor taken into consideration in the determination of the reseller’s future product orders and cooperation with Chums. Failure to adhere to MAP will result in the following notifications.

1st Violation: Authorized Reseller’s will receive an email notification detailing the MAP violation. MAP violations must be corrected within 24 hours from the time of notification.

2nd Violation: Authorized Reseller’s account will be placed on hold for 6 months pending discussion with Chums representative.

3rd Violation: Authorized Reseller’s account will be placed on a permanent hold. Chums will review and determine if account is to be reinstated.

4th Violation: Should Chums decide to reinstate an Authorized Reseller who has previously demonstrated a third violation, yet violates a fourth time, the account will be unauthorized indefinitely.

Effective Date and Policy Modifications.

Chums reserves the right at any time to modify, suspend, or discontinue the MAP policy in whole or in part or designate promotional periods during which the terms of the policy change or designate periods of time during which the policy is not applicable. Policy modifications shall be made available on the Chums website at https://www.chums.com/pricing and shall become effective as and when stated. Contact Information.

CHUMS SALES PERSONNEL HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THIS POLICY OR HAVE ANY COMMUNICATIONS WITH ANY RESELLER REGARDING VIOLATIONS OF THIS MAP POLICY. IN THE EVENT OF ANY CONFLICT BETWEEN STATEMENTS OF CHUMS SALES PERSONNEL AND THIS MAP POLICY, THE PROVISIONS OF THIS MAP POLICY SHALL CONTROL.